AGREEMENT
DRAWN UP AND SIGNED IN TEL AVIV ON MAY 20TH, 2004
BETWEEN: Technoprises Ltd.
Company number 520036708
Of 00 Xxxxx Xxxxxxxxxx Xx., Xxxxx Xxxxxxxx, Xxx Xxxx
(hereinafter: "Technoprises")
Party A.
AND: Bank Hapoalim Ltd., P.C. 520000118
Of 00-00 Xxxxxxxxxx Xxxx., Xxx Xxxx
(hereinafter: "Bank Hapoalim" or "the Bank")
Party B.
WHEREAS: Coresma Ltd. (previously Netgame Ltd.), P.C. 00-000000-0
(hereinafter: "the Company") owes Bank Hapoalim moneys for
various credit amounts advanced to it by Bank Hapoalim, as
specified in the body of this Agreement (hereinafter: "the
Company's debts to the Bank");
AND WHEREAS: To secure all the Company's debts to the Bank, with no
restriction of amounts, the Company signed and issued in favor
of Bank Hapoalim a debenture dated 26.2.1998, according to
which the Company created in favor of the Bank a general
current lien on all its property and assets of any kind
whatsoever, as well as a fixed lien on its share capital and
goodwill, all as specified in the debenture attached to this
Agreement, as Appendix A, and forming an integral part of it
(hereinafter: "the Debenture");
AND WHEREAS: The Debenture was registered with the Registrar of Companies
on 9.3.1998 as Lien No. 2;
AND WHEREAS: The Parties have agreed between themselves that Technoprises
will receive from Bank Hapoalim, as an absolute and
irrevocable assignment, all its rights with respect to the
Company for a debt of NIS 18,000,000 (eighteen million NIS)
out of the Company's debts to the Bank, and also all its
rights with respect to the Company by virtue of and according
to the Debenture, so that Technoprises will take the place of
Bank Hapoalim, receive all the rights of Bank Hapoalim by
virtue of the Debenture, and be registered with the Registrar
of Companies as the owner of the debt according to and by
virtue of the Debenture;
AND WHEREAS: The Bank has accepted the request of Technoprises, on
condition that Technoprises pays to the Bank the amounts
specified in the body of this Agreement, and issues in favor
of the Bank the securities specified in the body of this
Agreement;
AND WHEREAS: The Parties wish to formalize in writing what has been agreed,
as stated above, and the terms and provisions, specified in
the body of this Agreement;
Signature ( - ) Signature ( - )
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THEREFORE THE PARTIES AGREE AND STIPULATE AS FOLLOWS:
1. The preamble to this Agreement and its attachments form an integral part
of it.
2. Bank Hapoalim hereby declares that:
(a) The sum of the Company's debts and obligations to the Bank, as of
20.5.2004, is NIS 20,312, 147.26 (not including interest from
1.4.04).
To substantiate the debt, the Bank's confirmation of the balances of
the Company's debts to Bank Hapoalim on the above date is attached
and marked "B".
(b) To the best of Bank Hapoalim's knowledge, the Debenture was legally
registered. In addition, to the best of the Bank's knowledge, the
Debenture and the lien registered by virtue of it were not cancelled
and/or changed up to the date of executing this Agreement, and it is
the only security held by the Bank to secure the Company's debts.
(c) To the best of Bank Hapoalim's knowledge, under the terms of the
Debenture there is nothing, nor is there any restriction under any
law and/or agreement, to prevent it from assigning the rights by
virtue of it in favor of Technoprises.
3. (a) On executing this Agreement, Bank Hapoalim will make an absolute
assignment of all its rights with regard to the Company for a total
of NIS 18,000,000 out of the Company's debts to the Bank, and the
Bank will also assign to Technoprises all its rights by virtue of
and according to the Debenture.
(b) The assignment to Technoprises of the Bank's rights with respect to
the Company for the Company's debts to Bank Hapoalim in the amount
of NIS 18,000,000, will be done by means of its signature on this
Agreement, and its signature on the assignment document, attached to
this Agreement and marked "C".
(c) The transfer of the Debenture will be done by means of the Bank's
signature on an amendment to the Debenture in the form attached to
this Agreement and marked "D".
(d) The Bank hereby gives its consent and undertakes to sign any
document and deliver any document as may be required to give
validity to the assignment of rights as specified in this Agreement
heretofore.
(e) The Bank undertakes not to object to any steps taken by Technoprises
by virtue of the Debenture.
4. In return for fulfilling all the obligations of Bank Hapoalim under this
Agreement, and in return for receiving the Bank's rights with regard to
the Company by virtue of its debts to the Bank, as stated above, and by
virtue of and according to the Debenture created by the Company in its
favor as stated above, Technoprises hereby undertakes to pay Bank Hapoalim
the following compensation, in the manner and on the dates specified
below:
(a) Technoprises will pay Bank Hapoalim an amount in cash in New Shekels
equal to $100,000 (one hundred thousand US dollars) in 4 equal and
consecutive monthly payments of $25,000 (twenty five thousand US
dollars) each, starting on 20.11.2004. Each and every payment under
this sub-section (a) will be paid in New Shekels, according to the
representative rate set by the Bank of Israel on the day prior to
the actual date of payment.
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(b) In addition, Technoprises will allocate to Bank Hapoalim, by and no
later than the end of 40 days of trading on NASDAQ, to be counted
from the date of executing this Agreement, shares in Technoprises to
the value of $1,300,000 (one million three hundred thousand US
dollars), according to the average market value of the shares in the
30 (thirty) days following execution of this Agreement.
In addition, Technoprises undertakes to submit to the Securities
Exchange Commission in the USA (the SEC) a Registration Statement to
cover the shares allocated to Bank Hapoalim according to this
section, to enable Bank Hapoalim to sell these shares in the public
market without restriction, and this within 120 days from the date
of executing this Agreement, and to ensure that the US Securities
Exchange Commission (the SEC) declares that the Registration
Statement is confirmed and effective and that there is no
restriction on the tradability of the above shares, and this by and
no later than the end of 90 days from the date of submission of the
Registration Statement to the SEC, as stated above.
(c) In addition, by and no later than the end of 40 days of trading on
NASDAQ, to be counted from the date of execution of this Agreement,
Technoprises will grant Bank Hapoalim options to purchase shares in
Technoprises to the overall value of $500,000 (five hundred thousand
US dollars), under the terms specified in the options document
attached to this Agreement as Appendix E, and forming an integral
part of it.
(d) From the date of executing this Agreement to the date of expiry of
the options forming the subject of section 4(c) above according to
Appendix E, Technoprises hereby undertakes to deliver to Bank
Hapoalim a copy of every report and/or statement and/or notice of
any kind whatsoever that Technoprises is required to submit to the
SEC in the USA according to the law and/or custom in force there,
this at the same time as submitting them to the US Securities
Exchange Commission.
5. Technoprises declares and confirms that it has thoroughly examined the
Debenture, including its validity, legal status, nature, terms and the
rights that it grants, including the existence, location and condition of
the assets pledged under the Debenture, and also that it has examined its
validity and the legal costs now and in the future for assigning the
Debenture to Technoprises according to this Agreement, and that it has
found all these suitable for its needs and to its full satisfaction. In
addition, Technoprises hereby declares and confirms that, subject to
fulfillment of all the obligations of Bank Hapoalim according to this
Agreement, it neither has nor will have any argument, demand and/or claim
of any kind whatsoever against Bank Hapoalim in all matters regarding
and/or relating to the Debenture (including the assets pledged under it
including their existence and condition) and to the rights that the
Debenture grants and to the legal validity attaching now or in the future
to its assignment under this Agreement. In addition, Technoprises shall
have no claim and/or argument and/or demand of any kind whatsoever against
Bank Hapoalim in any matter regarding and/or connected to the Company's
debts to the Bank.
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6. Subject to fulfillment of all Technoprises' obligations under this
Agreement, heretofore and hereinafter, Bank Hapoalim confirms that it
neither has nor will have any claims against Technoprises for actions
carried out by Technoprises in relation to the Company.
7. It is hereby clarified, to remove all doubt, that all actions required for
the purpose of validating the assignment of rights as stated in this
Agreement heretofore, will all be done by Technoprises, at its sole
responsibility and at its expense only, and it will bear all the costs,
including any fees that may apply for assignment of the rights as
specified in this Agreement heretofore, and for the allocation of any
shares and/or options forming the subject of this Agreement and also for
any action whose performance is imposed on Technoprises under this
Agreement.
8. A breach of any of the terms of this Agreement will grant the injured
Party the right to claim all reliefs determined for this matter in the Law
of Contracts (Remedies for Breach of Contract), 5731-1970.
9. Any change or addition to this Agreement and/or its attachments will be
valid only if done in writing and executed by the Parties to the
Agreement.
10. This Agreement with its attachments cancels any previous agreements and/or
representations and/or undertakings and/or understandings made between the
Parties concerning the matters dealt with in it, whether verbally or in
writing, and it replaces all such agreements, representations,
undertakings and understandings
11. Each Party will pay its own legal fees.
12. The addresses of the Parties for the purposes of this Agreement are as
specified in its heading, and any notice sent by registered mail by one
Party to the other according to the above address or to any other address
notified in writing to the other Party, will be deemed to have reached its
destination at the end of 48 hours from the time of being sent by
registered mail or at the time of delivery if delivered by hand.
IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:
( - ) ( - )
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Technoprises Ltd. Bank Hapoalim Ltd.
I the undersigned Advocate Tsafrir Ostshinsky, legal counsel of Technoprises
Ltd. (hereinafter, "the Company"), hereby confirm that the above signatories in
the name of the Company have been authorized by it, according to the attached
protocol, by the qualified organs in the Company, to sign the above Agreement in
its name, including all the declarations and undertakings assumed in its
framework and that their signature is binding on the Company for all intents and
purposes.
( - )
-------------------------------------
Adv. Tsafrir Ostshinsky
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I the undersigned Advocate Xxxxxx Xxxxx-Xxxxxx, legal counsel of Bank Hapoalim
Ltd. (hereinafter, "Bank Hapoalim"), hereby confirm that the above signatories
in the name of Bank Hapoalim have been legally authorized by the qualified
organs in the Bank, to sign the above Agreement in its name, including all the
declarations and undertakings assumed in its framework and that their signature
is binding on it for all intents and purposes.
Xxxxxx Xxxxx-Xxxxxx
License No. 1727/8
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Adv. Xxxxxx Xxxxx-Xxxxxx
